WVC 31 D- 10 -1005
§31D-10-1005. Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a
corporation's board of directors may adopt amendments to the
corporation's articles of incorporation without shareholder
approval:

(1) To extend the duration of the corporation if it was
incorporated at a time when limited duration was required by law;

(2) To delete the names and addresses of the initial
directors;

(3) To delete the name and address of the initial registered
agent or registered office, if any, if a statement of change is on
file with the secretary of state;

(4) If the corporation has only one class of shares
outstanding:

(A) To change each issued and unissued authorized share of the
class into a greater number of whole shares of that class; or

(B) To increase the number of authorized shares of the class
to the extent necessary to permit the issuance of shares as a share
dividend;

(5) To change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited" or the
abbreviation "corp.", "inc.", "co." or "ltd." for a similar word or
abbreviation in the name, or by adding, deleting or changing a
geographical attribution for the name;

(6) To reflect a reduction in authorized shares, as a result of the operation of subsection (b), section six hundred thirty-one,
article six of this chapter, when the corporation has acquired its
own shares and the articles of incorporation prohibit the reissue
of the acquired shares;

(7) To delete a class of shares from the articles of
incorporation, as a result of the operation of subsection (b),
section six hundred thirty-one, article six of this chapter, when
there are no remaining shares of the class because the corporation
has acquired all shares of the class and the articles of
incorporation prohibit the reissue of the acquired shares; or

(8) To make any change expressly permitted by subsection (d),
section six hundred two, article six of this chapter to be made
without shareholder approval.

Note: WV Code updated with legislation passed through the 2016 Regular Session
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